Private company limited by shares
Singapore is the trading hub of Southeast Asia. Home of the busiest port in the world, Singapore is a developed country in one of the fastest growing regional economies.
It has enormous potential for startups and internet entrepreneurs from all over the world. The country fosters entrepreneurship, and the government supports the free market.
One of the most advantageous parts of doing business and set up a company in Singapore is the clear and transparent tax scheme and the availability of several tax breaks and incentives for startups and technological innovation.
Furthermore, companies incorporated in Singapore can benefit from a broad list of more than 70 tax treaties that Singapore has concluded with foreign jurisdictions.
There are many different government grants, incubators, accelerators, private equity funds and banks who can provide financing for your business at every stage of development.
Financing is a core component in any business, and Singapore provides the best alternative investment market in the entire world.
Courts in Singapore are under common law jurisdiction and are known for being speedy. For entrepreneurs who want boots on the ground sourcing from the vast resources in South East Asia, the Singapore court system can give them a confident backing for hiring, clear laws, and a good government with low corruption levels.
The country is also an important international financial hub, a solid banking system leading world’s private banking sector, offering top-notch corporate banking facilities and a broad range of banking services, investment funds, and insurance services, among others.
It also has the fourth largest currency exchange and capital market worldwide, behind New York, London, and Tokyo.
In addition, the economy of Singapore is considered as one of the most open economies, which welcomes thousands of foreign investors, expats entrepreneurs and multinational companies employees.
Singapore’s immigration policy is geared towards attracting foreign talent, with several visa schemes to attract high-skilled foreign employees, entrepreneurs and investors.
Singapore participates in the OECD's Automatic Exchange of Information for tax purposes (AEoI) and is conducting exchanges of information through Common Reporting Standard (CRS).
All in all, Singapore is an excellent jurisdiction to incorporate and its private company limited, a powerful vehicle for international trade, start-ups looking to raise capital, internet entrepreneurs, holding companies, merchants, and any cross-border business.
Country code - SG
Legal basis – Common law
Legal framework - Companies (Amendment) Act, 2017
Company form – Private company limited by shares (Pte. Ltd.).
Liability - The liability of its shareholders is limited to the amount of share capital.
Share Capital – There is no authorized share capital established. Minimum issued and paid-up capital required is SGD 1.00. It may be denominated in SGD or any other currency. Par value and bearer shares are not allowed.
Shareholders – Pte. Ltd. may be formed by one shareholder up to 50, who can be either natural or legal persons, residents or non-residents, without limitations. Details of shareholders are available to the public.
Directors – At least one director, who must be a natural person, at least one director must be a Singaporean resident or citizen and may be a shareholder. Undischarged bankrupts cannot be a director and cannot manage a company without approval from the Court or the Official Assignee. Directors’ details are publicly available.
Secretary – A secretary must be appointed within 6 months of incorporation, who must be an individual ordinarily resident in Singapore. A sole director may not be the company secretary. A resident director may be a secretary when the company has more than one director. Secretary must fulfill requirements stated in the Companies Act.
Registered Address – Private limited companies must have a registered physical address located in Singapore, which cannot be a P.O. Box and it has to be open for at least five hours during ordinary business hours on each business day.
General Meeting – An annual general meeting should be held at least once every calendar year, or 15 months from the date of a company’s previous AGM, whichever is earlier. Currently, there is no restriction under the Companies’ Act that requires a company to hold its AGM in Singapore. The first general meeting must be held within 18 months after incorporation. A corporate shareholder would have to appoint a corporate representative to sign documents on behalf of the company, individual shareholders may appoint proxies to attend on their behalf.
Alternatively, AGM can be by way of written resolutions, whereby a meeting is not required.
Board of directors meeting may be held anywhere. However, in order for the Company to be considered as a tax resident in Singapore, the tax comptroller requires board meetings to be held in Singapore.
Electronic Signature – Permitted.
Re-domiciliation – Effective since 31st March 2017, inward re-domiciliation of a foreign entity to Singapore is permitted.
Compliance – Private Limited companies are required to prepare and maintain financial statements, and file them in their annual return to the Accounting and Corporate Regulatory Authority (ACRA) and pay the annual filing fee.
Accounts must be audited by a Singapore Certified Public Accountant, unless the private limited company had a total revenue or total assets of equal or less than SGD 10,000,000 or less than 50 employees, during two of the three previous financial periods. Instead, they just have to submit a solvency declaration signed by the company directors and company secretary in the prescribed form.
Limited companies are required to file annually their tax return to the Inland Revenue Authority Of Singapore (IRAS). Dormant companies may apply for a waiver from this requirement.
- Shareholders not disclosed *
- Directors not disclosed *
- Corporate shareholders permitted * *
- Corporate directors permitted * *
- Local director required * *
- Secretary required * *
- Local secretary required * *
- Annual general meetings required * *
- Redomiciliation permitted * *
- Electronic signature * *
- Annual return * *
- Audited accounts * *
- Audited accounts exemption * *
- Exchange controls * *
- Common law Base legal
- 1 Minimum shareholders *
- 1 Minimum directors *
- SGD 1 Minimum issued capital *
- - Minimum paid up capital *
- SGDAny Capital currency *
- Anywhere Location of annual general meeting *
- 2018 AEOI *
Tax residency – Companies managed and controlled within Singapore are deemed to be tax resident in Singapore. Management and control’s place is usually where the board of directors’ meetings is held.
Basis - Corporate income tax is levied on income accrued or derived from Singapore and income remitted or deemed remitted to Singapore.
Tax rate – Income tax is levied at a 17.5% rate. An exemption may apply on 75% of the first SGD 10,000 of taxable income and 50% of the next SGD 290,000.
Start-ups may qualify for a three-year tax exemption on their first SGD 100,000 taxable income and 50% tax exemption on the next SGD 200,000.
Capital gains - Capital gains are not subject to taxation.
Dividends - Dividends received by a resident company from another resident company are tax-exempt.
Dividends received from non-residents companies and branch profits may be exempted, provided that profits have been taxed at CIT rate of at least 15% in the foreign jurisdiction. If foreign income has been tax exempt due to foreign jurisdiction's tax incentives, it may be considered to have met the condition.
Interests - Interest income derived from Singapore is taxable, and foreign-sourced interest is taxable when it is remitted or deemed to be remitted to Singapore.
Royalties – Royalty income derived from Singapore is taxable, and foreign-sourced interest is taxable when it is remitted or deemed to be remitted to Singapore.
Foreign-source income - Foreign-source income is usually exempt from taxation, provided that is not remitted to Singapore. Undistributed income of foreign subsidiaries is not subject to taxation.
When income is remitted to Singapore, if it is derived from treaty countries, a tax credit for foreign tax paid is usually available. For non-treaty countries, a unilateral tax credit is given in respect of foreign tax on all foreign-sourced income. These foreign tax credits may be pooled, subject to certain conditions.
Foreign dividends, foreign branch profits, and foreign service fee income remitted to Singapore may be exempt from tax if they fulfill certain conditions.
Withholding taxes – No withholding tax is levied on dividends paid to non-residents. Interests and royalties are subject to a 15% and 10%, respectively unless the rate is reduced due to a tax treaty.
Losses – Losses arising from taxable income may be carried forward indefinitely, subject to shareholdings in the loss-making corporation have not changed beyond 50% of the total number of issued shares and the same trade has been continued. Losses up to SGD 100,000 may be carried back for 1 year.
Inventory - There are no special rules on valuation methods for inventories in the case of a continuing business, as long as the basis is consistent from one year to another. However, a last in first out (LIFO) basis of valuation is not permitted for tax purposes. Generally, tax reporting conforms to book reporting.
Anti-avoidance rules – The Inland Revenue Authority of Singapore (IRAS) has issued transfer pricing guidelines covering the application of the arm’s length principle, documentation requirements, advance pricing agreements, requests to invoke the mutual agreement procedure under Singapore’s tax treaties and for related party loans and services.
Singapore has not enacted thin capitalization rules, nor controlled foreign companies regulations.
Labor taxes – Employers and employees are required to make contributions to the Central Provident Fund (CPF) at 17% and 20% of employees’ monthly income, respectively, up to an income ceiling of SGD 6,000. Contributions are payable by Singapore citizens and permanent residents.
Tax credits and incentives – For income derived from treaty countries remitted to Singapore, a tax credit for foreign tax paid is usually available. For non-treaty countries, unilateral tax credit is given in respect of foreign tax on all foreign-sourced income. These foreign tax credits may be pooled, subject to certain conditions.
There are several tax incentives in Singapore:
- Corporations manufacturing approved products with high technological content or providing qualifying services may apply for tax exemption for five to 15 years
- Corporations engaging in new high-value-added projects, expanding or upgrading their operations, or undertaking incremental activities after their pioneer period may apply for their profits to be taxed at a reduced rate of not less than 5% for an initial period of up to ten years.
- Up to 100% tax-exemption of profits based on capital expenditure incurred for qualifying projects or activities within a period of up to 5 years.
- Incentives for internationalization of 10% concessionary tax rate on incremental income from qualifying activities for up to five years.
- Income from the commercialisation of certain IP taxed at a concessionary rate.
- Other tax incentives for financial services companies, maritime sector companies, international traders, regional headquarters and for mergers and acquisitions among others.
Compliance – On average, a Private Limited Company may require 5 payments and 66 hours per year to prepare, file and pay taxes.
Personal income tax – An individual is tax resident in Singapore if he or she spends more than 183 days in a year or engages regular employment in the country.
Residents and non-residents are subject to personal income tax on their income derived from Singapore. Foreign-source income is only taxable if it is received in the country by a resident through a partnership in Singapore. Usually, an individual is tax resident in Singapore if he or she spends more than 183 days in a year or engages regular employment in the country.
Residents are subject to a personal income tax at progressive rates up to 22% on annual income exceeding S$320,000. Non-residents income is subject at a flat tax rate of 22%. Capital gains, dividends and interests are not usually subject to taxation.
Other taxes – A monthly levy for foreign worker may apply to companies of certain industries and a training levy for all employees on their first SGD 4,500 gross monthly wage at a rate of 0.25%.
Property tax is levied on the annual value of houses, land, buildings, or tenements. Non-owner occupied residential property is taxed at graduated rates from 10% to 20%, owner-occupied residential property from 0% to 10%, and land and non-residential properties at 10%.
Stamp duties are levied on certain transactions. Transfer of stocks and shares are subject to stamp duty of 0.2% on the purchase price or market value of the shares transferred, whichever is higher. For conveyance of immovable property there is a stamp duty of 3% on the purchase price or market value, whichever is higher. There are additional stamp duties of up to 16%, depending on the type and use of the property and residency status of the owner. Leases are subject to a duty at 0.4% of the total rent.
There are excise duties good and services such as intoxicating liquors, tobacco products, motor vehicles, petroleum products and gambling.
There are no inheritance, gift and net wealth taxes in Singapore. V.A.T. standard rate is 7%.
- Offshore Income Tax Exemption * *
- Offshore capital gains tax exemption * *
- Offshore dividends tax exemption * *
- CFC Rules * *
- Thin Capitalisation Rules * *
- Patent Box * *
- Tax Incentives & Credits * *
- Property Tax * *
- Wealth tax * *
- Estate inheritance tax * *
- Transfer tax * *
- Capital duties * *
- 0% Offshore Income Tax Rate *
- 17% Corporate Tax Rate *
- 0% Capital Gains Tax Rate *
- 0% Dividends Received *
- 0% Dividends Withholding Tax Rate *
- 15% Interests Withholding Tax Rate *
- 10% Royalties Withholding Tax Rate *
- 1 Losses carryback (years) *
- Indefinitely Losses carryforward (years) *
- FIFO Inventory methods permitted *
- 32 Tax time (hours) *
- 5 Tax payments per year *
- 20% Social Security Employee *
- 17% Social Security Employer *
- 22% Personal Income Tax Rate *
- 7% VAT Rate *
- 81 Tax Treaties *
Country details *
The Republic of Singapore, also known as Lion City or the Little Red Dot, is an island city-state of Asia, made up of the main island and other sixty-two islets, and founding member of the ASEAN.
It is located to the south of the State of Johor in the peninsula of Malaysia and to the north of the islands Riau of Indonesia, separated of these by Strait of Singapore. Its population is about 5.5 million, of which about 75 percent are Chinese, and the rest are Malay, Indian or Eurasian minorities. This multiculturalism diversity is reflected in the four official languages of the country, English, Chinese, Malay, and Tamil. Its official currency is the Singapore Dollar (SGD), which is also accepted as customary tender in Brunei. Alike, the Brunei Dollar (BND) is customarily accepted in Singapore.
Singapore is a unitary multiparty parliamentary republic, with a Westminster system of unicameral parliamentary government.
Singapore is one of the main global cities and one of the hubs of world trade, third-largest oil refining and trading center, third largest financial center and one of the largest freight port worldwide. Singapore is the third country with the highest per capita income worldwide, in terms of purchasing power parity, as well as being among the first countries on the international lists of education, with one of the highest skilled workforce worldwide, health, political transparency, and economic competitiveness.
Its globalized and diversified economy depends especially on international trade, refining imported raw goods to reexport, and an export-oriented manufacturing sector, mainly chemistry, oil refining, being one of the top three export refining centers in the world, mechanical engineering, biotechnology, and biomedical sciences. Singapore has one of the seaports that handles the largest annual cargo volume worldwide, both in tonnage and in the number of containers.
The country is also an important international financial hub, leading world’s private banking sector, offering top-notch corporate banking facilities and a broad range of banking services, investment funds, and insurance services, among others. It also has the fourth largest currency exchange and capital market worldwide, behind New York, London, and Tokyo.
All supported by an investor and entrepreneurship-friendly tax policy. With a territorial tax system, a low tax burden and the availability of several tax breaks and incentives for startups and technological innovation.
Singapore welcomes thousands of foreign investors, expats entrepreneurs and multinational companies’ employees. Singapore’s immigration policy is geared towards attracting foreign talent, with several visa schemes to attract high-skilled foreign employees, entrepreneurs and investors.